Article VI

Bylaws Of The Montezuma-Cortez High School Band

Boosters

 

ARTICLE I - Offices

  1. Principal Place of Business. The registered office shall be in the City of Cortez, County of Montezuma, State of Colorado (hereinafter, the “State”).  The Board of Directors may change the principal place of business at any time.  The corporation may also have offices at such other places both within and without the State, as the Board of Directors may from time to time approve.
  2. Registered Office.  The Corporation shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office identical with such registered office, as required by the Colorado Nonprofit Corporation Act.  The registered office may be, but need not be identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.

 

ATICLE II - Members

  1. Classes of Members.  The Corporation shall have one class of members.
  2. Admission of Members.  The Montezuma-Cortez High School Band Boosters membership shall consist of parent(s), legal guardians (s), interested community members and all the students involved in the instrumental music program and guard at Montezuma-Cortez High School in Cortez, Colorado.
  3. Voting rights.  Each member shall be entitled to one vote for each band or flag corps participant represented on each matter submitted to a vote of the members.  For example, if Bobby Jones is the only student in the Jones household who is a band or flag corps member, then the Jones parent(s) or guardians(s) collectively have one vote in this organization.  If Bobby and Sally Jones are both involved with the band and/or flag corps program then the Jones parent(s) or guardians(s) would be entitled to two votes.
  4. Termination of Membership.  The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership.
  5. Reinstatement.  Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former members to membership upon such terms as the Board of Directors may deem appropriate.
  6. Transfer of Membership.  Membership in the Corporation is not transferable or assignable.

 

ARTICLE III - Meetings of Membership

  1. Budget Approval Meeting. The Band Boosters shall meet in August to present the yearly budget to the members. This budget will then be ratified with approval of majority present.  This will set the budget for the following year. Any funds requested outside of the budget line items will require special consideration of the Corporation and are not guaranteed for disbursement. (added  1/14/2008)
  2. Annual Meeting.  The annual meeting of the members of the corporation shall be held each year during the regularly scheduled November meeting.  The annual meeting shall be held for the election of directors to be instated the 1st of the following January, and the transaction of such other business as may properly come before it.  At each annual meeting, the Board of Directors shall submit to the membership a report of the corporation’s business activities during the preceding year and the general financial conditions of the corporation.
  3. Regular Meetings.  This organization shall meet monthly on the 1st Monday of each month.
  4. Special Meetings.  Special meetings of the members may be called by or at the direction of the President or Band Director.
  5. Notice of Meetings.  Notice of any meeting, annual or special, shall specify the time, place, date and purpose of the meeting and shall be delivered, either personally or by e-mail, to all members.  Notice for meetings shall be sent not less than 10 and no more that 50 days prior to the meeting.
  6. Voting.  All acts and resolutions of the members shall be deemed adopted upon a favorable vote of a majority of the votes cast by members present, including all received proxies, qualified to vote.  Members holding one-tenth of the votes entitled to be cast on the matter shall constitute a quorum
  7. Action without Meeting.  Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may  be taken without a meeting if a consent in writing setting forth the action taken, is signed by all the members entitled to vote with respect to the subject matter.
  8. Proxies.  At any meeting of the members, a member entitled to vote may vote by proxy executed in writing by the member of by his duly authorized attorney-in-fact.  Proxy voting shall be limited solely to propositions and issues specifically set forth and discussed in the notice of the meeting and general, unrestricted proxy voting shall not be permitted.  Such proxies shall be deemed to be extended if the meeting for which the proxy was given is postponed or continued, but no proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.  In the absence of the proxy the vote will not be counted towards the quorum.

 

 

 

ARTICLE IV - Board of Directors

  1. Directors.  The number of directors to constitute the first Board of Directors is five.  The business of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate or by these bylaws directed or required to be exercised or done by the stockholders.
  2. Number, Term and Qualifications.  At such time the first election of the Board of directors is held, the number
  3. Vacancies.  Vacancies on the Board of Directors may be filled for the unexpired term of the predecessor in office by a majority vote of the remaining directors at any meeting of the Board of Directors.  A vacancy created by an  increase in the number of directors may be filled for a term of office continuing only until the next election of directors.
  4. Power and Duties of the Directors.  The Board of Directors shall have control and general management of the affairs, property and business of the corporation and subject to these bylaws, may adopt such rules and regulations for that purpose and for the conduct of its meetings as the Board of Directors may deem proper.  The powers shall include but not be limited to the appointment and removal of the officers of the corporation specified in these bylaws.
  5. Elections of Directors.  The election of directors shall be at the annual meeting of the membership, and shall be by secret ballot.  Nominees receiving the greatest number of votes shall be elected.
  6. Chairperson of the Board.  The President of the organization shall act as the Chairperson of the Board.  The chairperson of the board shall preside at meetings of the Board of Directors.
  7. Compensation.  Directors as such shall not receive any stated salaries for their services; but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any director from serving the Corporation in any capacity and receiving compensation therefore.
  8. Resignation and Removal.  Any director may resign at any time by delivering a written resignation to the Board of Directors.  The acceptance of such a resignation shall not be necessary to make it effective (unless acceptance is made a condition of the resignation).  Any director may be removed at any time by the affirmative vote of two-thirds of all of the directors, provided that the notice for the meeting where such action is taken specifies that one of the items on the agenda for said meeting shall be the proposed removal of such director.
  9. Attendance a Board Meetings.  A director who misses three consecutive regularly scheduled meetings of the Board without delivering a satisfactory explanation through another director to the Board prior to such meetings, may be removed by the affirmative vote of a majority of the directors present at any meeting.

 

ARTICLE V - Meetings of Directors          

  1. Annual Budget Hearing Meeting. The Board shall meet with the MCHS Band Director prior to submission of the department’s yearly budget, sometime in the spring. The purpose of this meeting is to determine the Director’s needs for the following year, which in turn will help the Band Boosters in establishing their yearly budget. (added  1/14/2008)
  2. Annual Meetings.  The annual meeting of the Board of Directors shall be held immediately after and at the same place where the annual meeting of the memberships has been held.
  3. Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.
  4. Special Meetings.  Special meetings of the Board of Directors may be called by or at the direction of the president or any two directors.
  5. Notice of meetings.  Except for the annual meeting of the Board of Directors, notice of the time and place of any meeting of the Board of Directors shall be given, either written or orally, not later than two days prior to the meeting.  Neither the business to be transacted at nor the purpose of any regular or special meeting need be specified in the notice or waiver of the meeting.
  6. Voting. At all the meetings of the Board of Directors, a majority of the Board of Directors shall constitute a quorum for the transaction of business.  The act of the majority of the directors present.
  7. Action without Meeting.  Any action required by law to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting, may be taken without a meeting if a consent in writing, setting forth the action taken is signed by all the directors entitled to vote.

 

ARTICLE VI - Officers and Duties

  1. Officers. The officers of the corporation shall be chosen by the Members and shall be a president, vice presidents, a secretary and a treasurer.  Any two or more office may be held by the same person, except the offices of president and secretary.  Officers shall be elected or appointed by the Board of Directors at the annual meeting of the directors.  A vacancy in any office may be filled by the Board of Directors at any regular or special meeting called for that purpose.
  2. Chairperson of the Board.  The president, as elected by the Members, shall also serve as the Chairperson of the board and shall preside at all meetings of the members and at all meetings of the Board of Directors, and may have any other powers and duties as may conferred by the Board of directors from time to time determine or as may be prescribed by these by-laws.
  3. President.  The President shall be the chief executive officer of the corporation and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees.  The president shall have the authority to sigh all contracts and other instruments on behalf of the corporation, except as the authority may be restricted by resolutions of the Board of Directors adopted from time to time.
  4. Vice President.  The Vice President shall have the duties that the Board of Directors or the president may delegate to them from time to time.  In the absence of the president or his or her inability to act, the duties and powers of the office shall be performed and exercised by a vice president.
  5. Secretary – The secretary shall keep the minutes and act as secretary of all meetings of the Members and of the Board of Directors.  The secretary shall perform all duties usually customary to the office of secretary, those duties specified in these by-laws, and other duties that may from time to time be assigned by the Board of directors.
  6. Treasurer – The treasurer shall have general supervision over the care and custody of the funds and securities of the corporation and shall deposit the same or cause the same to be deposited in the name of the corporation in the bank or banks, trust company or companies that the Board of Directors may designate.  The treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements of the corporation and whenever required be the Board of Directors, shall render or cause to be rendered financial statements of the corporation.
  7. Middle School Treasurer – The middle-school treasurer will be a member of the middle school program as outlined in Amendment I, Article 2a. The Middle School Treasurer shall have general supervision over the care and custody of the middle-school funds and shall deposit the same or cause the same to be deposited in the name of the corporation in the bank or banks, trust company or companies that the Board of Directors may designate for the middle-school band program. The middle-school treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements of the corporation and whenever required be the Board of Directors, shall render or cause to be rendered financial statements of the corporation. The Middle School Treasurer will coordinate with the Corporation Treasurer as needed to attend to such legalities as our necessary in the handling of corporate funds. The Middle School Treasurer will coordinate with the Middle School Director as necessary in the oversight of funds.

 

 

Article VII - Committees

  1. Committee Types – The Board of Directors shall have the following standing committees: Fundraising, Uniform, Social, Chaperone, Equipment, Communications, Raffle, and Food.  All committee chairpersons shall be selected by vote of the Membership at the annual meeting to be held in September.  Committee chairpersons are responsible for selecting members of each respective committee.
  2. Other committees – The president shall have the power to appoint and to dissolve from time to time such temporary, special, or advisory committees as may be necessary or advisable.  In the absence of any such committee, specifically named, the executive committee will be presumed to fulfill the function of such a committee.
  3. Duties of committees:
    1. fundraising – The chairperson shall be responsible for submitting to the board, for its approval, all fundraising plans.
    2. Uniform – The chairperson shall be responsible for selecting a committee for:

1.      cleaning uniforms during the school year and the summer to be ready for each school.

2.      fitting and assigning  the uniforms prior to the beginning of each school year.

3.      distributing and collecting uniforms when wearing of uniforms is required.

    1. Social – the chairperson shall organize all social activities for the Band or Band Boosters as requested by the Executive Board.
    2. Chaperone – The chairperson shall provide for chaperones as requested by the Band Director.
    3. Equipment – The chairperson arranges for and sets up equipment as specified by the Band director for various performances throughout the year.
    4. Communications – The chairperson establishes and maintains a telephone calling tree which is used to distribute messages to parents of band and/or flag corps members.  The chairperson is also responsible for preparing the newsletter entitled “Music Notes” for insertion in the Montezuma-Cortez High School Newsletter.
    5. Food – The chairperson is responsible for coordination the preparation and distribution of meals during band trips and functions throughout the school year and summer band camp.
    6. Raffles – The chairperson is responsible for coordinating volunteers and managing the organizations’ raffle fundraising operation.  The chairperson should be prepared to deal with the various public and private entities and state agencies involved with the raffle operation.  This person works closely with the treasurer to organization’s bookkeeping practices.

Article VIII - Negotiable Instruments

  1. Contracts – The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances.

 

  1. Two Signature on Checks, ETC.  All checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money shall be signed in the same name of the corporation by the officers or persons that the Board of Directors of the corporation may from time to time designate b y resolution.  All checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money shall require two signatures.

 

  1. Gifts – The Board of Directors may accept on behalf of the corporation any donation, contribution, gift, bequest or devise for general purpose or for any special purpose for the corporation.

 

  1. Compensation of Employees and Directors:

 

    1. Compensation – The Board of Directors or Executive Committee shall fix the salaries and other compensation of the employees or agents of the Corporation.
    2. Payment – the directors of the corporation shall serve as such without salary, but the Board of Directors may authorize the payment of the reasonable expenses incurred by a director in the performance of their duties and reasonable compensation for special services rendered by any director.  Except as provided in this section, no officer or director of the corporation shall receive, directly or indirectly, any salary or other compensation from the corporation.

 

Article IX - Conflicts of Interest

No officers or director of the corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by the corporation, nor in any contract furnishing services or supplies to the corporation, unless such contract is authorized by a majority of the Board of Directors at a meeting at which the presence of such interested director is not necessary for the purpose of a quorum or for the purposes of such majority, and the fact and nature of such interest is fully disclosed or known to the directors present at the meeting at which such contract shall be authorized.

 

Article X - Books and Records

 

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committee having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to votes.  All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time during customary hours of operation of the principal office of the corporation.

 

Article XI - General Provisions

 

  1. Annual Statement – The Board of Directors shall present at each annual meeting, and at any special meeting of the membership when called for by vote of the membership, a full and clear statement of the business and condition of the corporation.

 

1.       Annual Budget - It is the responsibility of the MCHS Band Director to set the Annual Budget Hearing meeting and present his needs and estimated expenses for the following year. No Corporation funds will be paid for any expenses for the following school year until this budget has been presented. No funds will be distributed to the program that are not included in the Annual Budget without the express consent of the Board and a 2/3 vote of members present at the meeting in which the expense is presented.  (added  1/14/2008)

 

  1. Check and Deposits – All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.  All funds of the corporation not otherwise employed may be deposited to the credit of the corporation in such bands, trust companies or other depositories as the Board of Directors may from time to time select.

 

  1. Fiscal Year. The fiscal year of the corporation shall be June 1st through May 31st by resolution of these bylaws.

 

  1. Seal – the corporate seal shall have inscribed thereon the name of the corporation, the year of incorporation and the words “Corporate Seal, Colorado.”

 

 

Article XII - Indemnification and Insurance

 

1.      Indemnification – No officer or director of the corporation shall be personally liable for any obligations of the corporation or for any duties or obligations arising out of any acts or conduct of said officer or director performed for or on behalf of the corporation.  The corporation shall and does hereby indemnify and hold harmless each person and his/her heirs and personal representatives who shall serve at any time hereafter as a director or officer of the corporation from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of either heretofore and hereafter serving as a director or officer of the corporation , or by reason of any action alleged to have been heretofore or hereafter taken or refrained from by any such director or officer and shall reimburse each such director or officer of all legal and other expenses reasonably incurred in connection with the defense of any such claim or liability; Including the power to defend such person from all suits or claims as provided for under the provisions of the Colorado Non-profit Corporation Act or the corporation laws of any state in which the Corporation transact business’ provided, however, that no such person shall be indemnified against, or be reimbursed for , any expense incurred in connection shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of such person’s own negligence or willful misconduct.  The rights accruing to any person under the foregoing provisions of this section neither shall nor exclude, not shall anything herein contained restrict the right of the corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for.

 

2.      The corporation, its directors, officers, employees and agents shall be fully protected in taking any action or making any payment or in refusing so to do in reliance upon the advice of counsel.  The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or other wise, both as to action in an official capacity and as to action in any other capacity while holding such office and shall continue to such person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs and personal representatives of such person.

 

3.      Insurance – The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving to the request of the corporation as a director, officer, employee agent of another corporation, partnership, joint venture, trust or other enterprise against any liability assured against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the Colorado Non-profit Corporation Act.

 

Article XIII - Waiver of Notice

 

Whenever any notice is required to be given under the provisions of the Colorado Non-profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver in writing signed by the person or persons entitled to such notice, whether before or after the time stated, shall be deemed equivalent to the giving of such notice.

 

Article XIV - Amendments

 

These bylaws may be altered or repealed or new bylaws may be adopted by a two-thirds majority vote of the membership present at any meeting of the membership as provided herein.   The proposed amendments or action regarding these bylaws must have been presented in writing at the preceding meeting of the organization.

 

 

//Signed//

Montezuma-Cortez High School Band Boosters of Directors as directed by membership. July 15, 2004

 

 

PROPOSED

Amendment I – Incorporation of the Middle School Program (to be considered during the February 2008 monthly meeting)

Amendment to Article II, Section 2, to be modified as follows in the interest of incorporating the Cortez Middle School band program (hereinafter referred to as the Middle School) into the MCHS Band Booster program for the purpose of fundraising only:

  1. Incorporation of the Middle School. The Middle School is incorporated as an entity of the MCHS Band Booster program, and may be dissolved at any time at the discretion of a vote of the Board, or by a 2/3 vote of members present at any meeting.
  2. The incorporation of the Middle School into the Corporation is for the sole purpose of allowing the Middle School Director a means of supporting his program through 501(c)(3) fundraising activities. Incorporation of the Middle School band program includes limited membership, as follows:
    1. Middle School program membership shall consist of parent(s), legal guardians (s), interested community members and all students involved in the instrumental music program at the Cortez Middle School.
    2. A member of the middle school may have dual-membership – that is, they may be the parent of both a middle school and high school student
    3. Middle School members may not participate in any vote of the membership unless specifically called for by the President, unless they hold dual membership.
    4. Middle School members may hold their own meetings outside of the Corporation so long as they do not involve any legal or administrative action that may affect the Corporation in any way.
    5. Middle School members may not participate in fundraising activities, nor enter into any negotiations or contracts, under the Corporation’s name, without the express consent of the Board. In certain situations, these fundraising activities will require a vote of the high school Band Booster membership, at the discretion of the President.
  3. Other Responsibilities and Limitations
    1. The Middle School Treasurer is an officer and answers to the President of the Corporation only. The Middle School Treasurer’s only responsibility to the Middle School Director is the oversight of all monetary transactions that involve the Corporation in any way.
    2. Middle School Director: The Middle School Director must provide the Corporation all Financial Reports as required in Article X and XI. The corporation or any of its members are privy to the Financial Statements of the Middle School account at any time. The Middle School account will be audited annually by the Treasurer.
    3. The Middle School may petition the Corporation for sponsorship of any event, but must be given enough notice so as to put it to a vote of the membership, if necessary.
    4. In the event of a “tie,” be it for fundraising monies or any other situation involving assets or distribution of fundraising monies where a member has “dual membership” (see Amendment I, article 2b), the monies will be allocated to the high school program. The high school program will always take precedence in the event of a tie situation involving combined fundraising or allocation of resources.

 

 

Thank you to all of our sponsors!